FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                    (X) QUARTERLY REPORT PURSUANT TO SECTION
                         13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT of 1934

                 For the quarterly period ended March 31, 2004
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _______________________ to ______________________


                             Commission file number
                                     0-21560
                     ---------------------------------------


                            CNL Income Fund XI, Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                         59-3078854
-----------------------------------              -------------------------------
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)


  450 South Orange Avenue
      Orlando, Florida                                      32801
-----------------------------------------        -------------------------------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number
(including area code)                                    (407) 540-2000
                                                 -------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X



<PAGE>


                                    CONTENTS





                                                                       Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                           1

                      Condensed Statements of Income                     2

                      Condensed Statements of Partners' Capital          3

                      Condensed Statements of Cash Flows                 4

                      Notes to Condensed Financial Statements            5-6

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                7-9

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                         9

     Item 4.      Controls and Procedures                                 9

Part II.

     Other Information                                                    10-11





<PAGE>



                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

 <c>
                                                                                 March 31,               December 31,
                                                                                   2004                     2003
                                                                            -------------------      -------------------
                               ASSETS

   Real estate properties with operating leases, net                             $  20,613,168            $  20,728,251
   Net investment in direct financing leases                                         4,046,300                4,082,453
   Real estate held for sale                                                                --                2,423,207
   Investment in joint ventures                                                      3,856,622                3,885,112
   Cash and cash equivalents                                                         4,753,280                1,682,358
   Receivables, less allowance for doubtful accounts
       of $143,769 and $131,618, respectively                                            3,111                  164,328
   Accrued rental income                                                             1,435,385                1,440,261
   Other assets                                                                        137,588                  161,335
                                                                            -------------------      -------------------

                                                                                 $  34,845,454            $  33,567,305
                                                                            ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                          $     41,377              $     8,301
   Real estate taxes payable                                                            21,880                   25,656
   Distributions payable                                                               875,006                  875,006
   Due to related parties                                                               33,740                   16,161
   Rents paid in advance and deposits                                                   84,284                  196,648
                                                                            -------------------      -------------------
       Total liabilities                                                             1,056,287                1,121,772

   Minority interests                                                                1,197,283                1,209,913

   Partners' capital                                                                32,591,884               32,235,620
                                                                            -------------------      -------------------

                                                                                 $  34,845,454            $  33,567,305
                                                                            ===================      ===================

           See accompanying notes to condensed financial statements.


<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME


                                                                                        Quarter Ended
                                                                                          March 31,
                                                                                   2004               2003
                                                                               --------------    ---------------
    Revenues:
        Rental income from operating leases                                       $  633,061         $  638,870
        Earned income from direct financing leases                                   142,098            157,481
        Contingent rental income                                                      24,382              1,304
        Interest and other income                                                     13,104              4,837
                                                                               --------------    ---------------
                                                                                     812,645            802,492
                                                                               --------------    ---------------

    Expenses:
        General operating and administrative                                          93,691             77,423
        Property related                                                              10,029              4,240
        Management fees to related party                                               9,501              7,619
        State and other taxes                                                         67,564             46,327
        Depreciation and amortization                                                116,764            108,693
                                                                               --------------    ---------------
                                                                                     297,549            244,302
                                                                               --------------    ---------------
    Income before minority interests
        and equity in earnings of
        unconsolidated joint ventures                                                515,096            558,190

    Minority interests                                                               (24,456)           (24,134)

    Equity in earnings of unconsolidated joint ventures                               85,687             75,443
                                                                               --------------    ---------------

    Income from continuing operations                                                576,327            609,499
                                                                               --------------    ---------------

    Discontinued operations:
        Income from discontinued operations                                           36,970             82,656
        Gain on disposal of discontinued operations                                  617,973            377,961
                                                                               --------------    ---------------

                                                                                     654,943            460,617
                                                                               --------------    ---------------

    Net income                                                                   $ 1,231,270        $ 1,070,116
                                                                               ==============    ===============

    Income per limited partner unit:
        Continuing operations                                                      $    0.14          $    0.15
        Discontinued operations                                                         0.17               0.12
                                                                               --------------    ---------------

                                                                                   $    0.31          $    0.27
                                                                               ==============    ===============

    Weighted average number of limited partner
        units outstanding                                                          4,000,000          4,000,000
                                                                               ==============    ===============

            See accompanying notes to condensed financial statements.
  <PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL


                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  2004                  2003
                                                                           -------------------    ------------------

General partners:
    Beginning balance                                                             $   242,465           $   242,465
    Net income                                                                             --                    --
                                                                           -------------------    ------------------
                                                                                      242,465               242,465
                                                                           -------------------    ------------------

Limited partners:
    Beginning balance                                                              31,993,155            32,292,730
    Net income                                                                      1,231,270             3,200,449
    Distributions ($0.22 and $0.88 per
       limited partner unit, respectively)                                           (875,006)           (3,500,024 )
                                                                           -------------------    ------------------
                                                                                   32,349,419            31,993,155
                                                                           -------------------    ------------------

Total partners' capital                                                         $  32,591,884         $  32,235,620
                                                                           ===================    ==================



            See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                                                         Quarter Ended
                                                                                           March 31,
                                                                                    2004               2003
                                                                               ---------------    ---------------


Net cash provided by operating activities                                         $   941,835        $ 1,015,531
                                                                               ---------------    ---------------

Cash flows from investing activities:
    Proceeds from sale of assets                                                    3,041,179            931,858
    Increase in restricted cash                                                            --           (931,858 )
                                                                               ---------------    ---------------
          Net cash provided by investing activities                                 3,041,179                 --
                                                                               ---------------    ---------------

Cash flows from financing activities:
    Distributions to limited partners                                                (875,006)        (1,075,006)
    Distributions to holders of minority interests                                    (37,086)           (31,522)
                                                                               ---------------    ---------------
          Net cash used in financing activities                                      (912,092)        (1,106,528)
                                                                               ---------------    ---------------

Net increase (decrease) in cash and cash equivalents                                3,070,922            (90,997)

Cash and cash equivalents at beginning of quarter                                   1,682,358          1,777,200
                                                                               ---------------    ---------------

Cash and cash equivalents at end of quarter                                      $  4,753,280        $ 1,686,203
                                                                               ===============    ===============

Supplemental schedule of non-cash financing activities:

    Distributions declared and unpaid at end of
       quarter                                                                    $   875,006         $  875,006
                                                                               ===============    ===============

</TABLE>


            See accompanying notes to condensed financial statements.

<PAGE>



                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003


1.       Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter  ended March 31, 2004 may not be  indicative of
         the results that may be expected for the year ending December 31, 2004.
         Amounts as of December 31, 2003, included in the financial  statements,
         have been derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund XI, Ltd. (the  "Partnership")  for the year ended  December
         31, 2003.

         The Partnership  accounts for its 85% interest in Denver Joint Venture,
         its 77.33% interest in CNL/Airport  Joint Venture,  its 62.16% interest
         in Ashland Joint  Venture,  and its 76.60%  interest in Des Moines Real
         Estate Joint Venture using the consolidation method. Minority interests
         represent the minority joint venture partners'  proportionate  share of
         the equity in the joint ventures. All significant intercompany accounts
         and transactions have been eliminated.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
         revision to FASB  Interpretation  No. 46 (originally  issued in January
         2003)  ("FIN  46R"),  "Consolidation  of  Variable  Interest  Entities"
         requiring  existing  unconsolidated  variable  interest  entities to be
         consolidated by their primary beneficiaries. The primary beneficiary of
         a variable  interest entity is the party that absorbs a majority of the
         entity's expected losses,  receives a majority of its expected residual
         returns, or both, as a result of holding variable interests,  which are
         the ownership,  contractual,  or other pecuniary interests in an entity
         that change with  changes in the fair value of the  entity's net assets
         excluding  variable  interests.  Prior to FIN 46R, a company  generally
         included  another  entity  in  its  financial  statements  only  if  it
         controlled the entity through voting interests.  Application of FIN 46R
         is  required  in  financial  statements  of public  entities  that have
         interests in variable  interest entities for periods ending after March
         15,  2004.  The  Partnership  has adopted FIN 46R as of March 31, 2004,
         which   resulted   in   the   consolidation   of   certain   previously
         unconsolidated  joint  ventures.  FIN 46R  does not  require,  but does
         permit  restatement  of previously  issued  financial  statements.  The
         Partnership has restated prior year's financial  statements to maintain
         comparability between the periods presented.  These restatements had no
         effect on partners' capital or net income.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2004 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.




<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003


3.       Discontinued Operations

         During 2003, the  Partnership  identified four properties for sale, one
         of which was sold during 2003. During the quarter ended March 31, 2004,
         the Partnership sold its property in Lynchburg,  Virginia to the tenant
         and sold its Properties in Cullman,  Alabama,  and Huntersville,  North
         Carolina,  to separate third parties,  and received aggregate net sales
         proceeds of approximately  $3,041,000,  resulting in a gain on disposal
         of discontinued  operations of approximately  $618,000. The Partnership
         recorded  a  provision  for  write-down  of assets in a  previous  year
         related to the property in Lynchburg, Virginia.

         The  following  presents  the  operating  results  of the  discontinued
         operations for these properties:


                                                      Quarter Ended March 31,
                                                      2004           2003
                                                  ----------     --------------

          Rental revenues                          $  36,970         $  86,141
          Expenses                                        --            (3,485)
                                                  ----------     --------------

          Income from discontinued operations      $  36,970         $  82,656
                                                  ==========     ==============







<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         CNL Income  Fund XI,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 20, 1991 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as well as properties upon which  restaurants were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance, and utilities. The Partnership owned
28 and 31 Properties directly as of March 31, 2004 and 2003,  respectively.  The
Partnership also owned ten and eight Properties indirectly through joint venture
or tenancy in common arrangements as of March 31, 2004 and 2003, respectively.

Capital Resources

         Net cash provided by operating  activities  was $941,835 and $1,015,531
for the quarters ended March 31, 2004 and 2003, respectively.

         Other  sources  and uses of cash  included  the  following  during  the
quarter ended March 31, 2004.

         During the  quarter  ended March 31,  2004,  the  Partnership  sold its
Property  in  Lynchburg,  Virginia  to the  tenant  and sold its  Properties  in
Cullman,  Alabama, and Huntersville,  North Carolina, to separate third parties,
and received  aggregate net sales proceeds of $3,041,000  resulting in a gain on
disposal of discontinued  operations of approximately  $618,000. The Partnership
recorded a provision for  write-down of assets in a previous year related to the
Property in Lynchburg, Virginia. The general partners intend to reinvest the net
sales proceeds in additional Properties or to pay liabilities.

         Cash and cash  equivalents  increased to  $4,753,280 at March 31, 2004,
from  $1,682,358 at December 31, 2003. At March 31, 2004,  these funds were held
in demand  deposit  accounts at a commercial  bank and a certificate  of deposit
with a 90-day or less maturity date.  The increase in cash and cash  equivalents
at March 31,  2004 was  primarily  a result  of the  Partnership  holding  sales
proceeds  from the current  year sales.  The funds  remaining at March 31, 2004,
after the payment of distributions and other liabilities, will be used to invest
in additional Properties and to meet the Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who meet  specified
financial standards minimizes the Partnership's  operating expenses. The general
partners  believe  that the  leases  will  generate  net cash  flow in excess of
operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the Partnership's operations.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on cash from operations, the Partnership declared distributions to limited
partners of  $875,006  for each of the  quarters  ended March 31, 2004 and 2003.
This represents  distributions of $0.22 per unit for each applicable quarter. No
distributions were made to the general partners for the quarters ended March 31,
2004 and 2003. No amounts  distributed to the limited  partners for the quarters
ended  March 31, 2004 and 2003 are  required  to be or have been  treated by the
Partnership  as a return of capital  for  purposes  of  calculating  the limited
partners'  return  on their  adjusted  capital  contributions.  The  Partnership
intends to continue to make  distributions of cash available for distribution to
the limited partners on a quarterly basis.
<PAGE>

         Total  liabilities,   including  distributions  payable,  decreased  to
$1,056,287 at March 31, 2004 from  $1,121,772 at December 31, 2003. The decrease
in total liabilities was due to a decrease in rents paid in advance and deposits
and was partially offset by an increase in accounts payable and accrued expenses
and  amounts  due to related  parties.  The general  partners  believe  that the
Partnership  has  sufficient  cash on hand to meet its current  working  capital
needs.

Long Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         Rental  revenues  from  continuing  operations  were  $775,159  for the
quarter  ended  March 31,  2004,  as  compared to $796,351 in the same period in
2003.  Rental revenues from continuing  operations were lower during the quarter
ended  March 31, 2004  because  during 2003 the  Partnership  stopped  recording
rental  revenues  relating  to the  Property  in  Dayton,  Ohio when the  tenant
experienced  financial  difficulties.  During March 2004, the tenant vacated the
Property.  The Partnership is currently  seeking a new tenant for this Property.
The lost revenues  resulting  from the vacant  Property will continue to have an
adverse  effect  on the  results  of  operations  of the  Partnership  until the
Partnership is able to re-lease the Property.

         In April 2003, a tenant, The Melodie Corporation, filed for bankruptcy.
The tenant  has  neither  affirmed  nor  rejected  the one lease it has with the
Partnership. Subsequent to the tenant filing for bankruptcy, the Partnership has
continued  receiving  rental payments  relating to this lease. The lost revenues
that would result if the lease were to be rejected  will have an adverse  effect
on the results of  operations  if the  Partnership  is not able to re-lease  the
Property in a timely manner.

         During the quarters ended March 31, 2004 and 2003, the  Partnership and
its  consolidated  joint ventures  earned $24,382 and $1,304,  respectively,  in
contingent  rental  income from the  Partnership's  Properties.  The increase in
contingent  rental income  during 2004 was due to an increase in reported  gross
sales of the  restaurants  with  leases that  require the payment of  contingent
rental income.

         During the  quarters  ended  March 31, 2004 and 2003,  the  Partnership
earned $85,687 and $75,443,  respectively,  attributable to net income earned by
unconsolidated  joint  ventures.  The  increase  in  2004  is the  result  of an
investment in an additional tenancy in common relationship in November 2003.

         Operating  expenses,  including  depreciation  and  amortization,  were
$297,549  and  $244,302  during  the  quarters  ended  March 31,  2004 and 2003,
respectively.  The increase in operating expenses during the quarter ended March
31, 2004 was  primarily  due to the  Partnership  incurring  additional  general
operating and administrative expenses,  including legal fees, and an increase in
state tax expense  relating to several states in which the Partnership  conducts
business.

         The Partnership recognized income from discontinued  operations (rental
revenues less  property  related  expenses) of $82,656  during the quarter ended
March  31,  2003,  relating  to the  Properties  in  Abilene,  Texas,  Lynchburg
Virginia,  Cullman,  Alabama, and Huntersville,  North Carolina. The Partnership
sold the  Property in Abilene,  Texas in March 2003  resulting  in a gain on the
disposal  of  discontinued  operations  of  approximately  $378,000.  During the
quarter ended March 31, 2004,  the  Partnership  sold its Property in Lynchburg,
Virginia  to the  tenant  and sold  its  Properties  in  Cullman,  Alabama,  and
Huntersville,  North Carolina,  to separate third parties resulting in a gain on
disposal of discontinued  operations of approximately  $618,000. The Partnership
recognized  income from  discontinued  operations of $36,970  during the quarter
ended March 31, 2004, relating to these three Properties.

         The general partners continuously  evaluate strategic  alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the limited
partners.
<PAGE>

         In December 2003,  the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  The primary  beneficiary  of a variable  interest  entity is the
party that  absorbs a  majority  of the  entity's  expected  losses,  receives a
majority  of its  expected  residual  returns,  or both,  as a result of holding
variable  interests,  which are the ownership,  contractual,  or other pecuniary
interests  in an  entity  that  change  with  changes  in the fair  value of the
entity's net assets excluding  variable  interests.  Prior to FIN 46R, a company
generally  included  another  entity  in its  financial  statements  only  if it
controlled  the  entity  through  voting  interests.  Application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
variable  interest  entities  for  periods  ending  after  March 15,  2004.  The
Partnership  has adopted  FIN 46R as of March 31,  2004,  which  resulted in the
consolidation of certain previously  unconsolidated joint ventures. FIN 46R does
not  require,  but  does  permit  restatement  of  previously  issued  financial
statements.  The Partnership has restated prior year's  financial  statements to
maintain comparability between the periods presented.  These restatements had no
effect on partners' capital or net income.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.


         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.





<PAGE>


                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.   Inapplicable.
              -----------------

Item 2.       Changes in Securities.  Inapplicable.
              ---------------------

Item 3.       Defaults upon Senior Securities.  Inapplicable.
              -------------------------------

Item 4.       Submission of Matters to a Vote of Security Holders. Inapplicable.
              ---------------------------------------------------

Item 5.       Other Information.  Inapplicable.
              -----------------

Item 6.       Exhibits and Reports on Form 8-K.

              (a)  Exhibits

                   3.1  Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  XI,  Ltd.  (Included  as  Exhibit  3.2  to
                        Registration  Statement  No.  33-43278  on Form S-11 and
                        incorporated herein by reference.)

                   4.1  Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  XI,  Ltd.  (Included  as  Exhibit  3.2  to
                        Registration  Statement  No.  33-43278  on Form S-11 and
                        incorporated herein by reference.)

                   4.2  Amended and Restated Agreement of Limited Partnership of
                        CNL Income  Fund XI,  Ltd.  (Included  as Exhibit 4.2 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 15, 1993, and incorporated herein by
                        reference.)

                   10.1 Management  Agreement  between  CNL Income Fund XI, Ltd.
                        and CNL Investment Company. (Included as Exhibit 10.1 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 15, 1993, and incorporated herein by
                        reference.)

                   10.2 Assignment of Management  Agreement  from CNL Investment
                        Company to CNL Income Fund Advisors,  Inc.  (Included as
                        Exhibit 10.2 to Form 10-K filed with the  Securities and
                        Exchange  Commission on March 30, 1995, and incorporated
                        herein by reference.)

                   10.3 Assignment of Management  Agreement from CNL Income Fund
                        Advisors,  Inc. to CNL Fund Advisors,  Inc. (Included as
                        Exhibit 10.3 to Form 10-K filed with the  Securities and
                        Exchange  Commission on April 1, 1996, and  incorporated
                        herein by reference.)

                   10.4 Assignment  of  Management   Agreement   from  CNL  Fund
                        Advisors,  Inc. to CNL APF  Partners,  LP.  (Included as
                        Exhibit 10.4 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 14, 2001, and incorporated
                        herein by reference.)

                   10.5 Assignment   of  Management   Agreement   from  CNL  APF
                        Partners, LP to CNL Restaurants XVIII, Inc. (Included as
                        Exhibit 10.5 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 14, 2002, and incorporated
                        herein by reference.)

                   31.1 Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

                   31.2 Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

                   32.1 Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

                   32.2 Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

           (b)     Reports on Form 8-K

                   No reports on  Form 8-K were  filed during the  quarter ended
                   March 31, 2004.



<PAGE>




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the registrant has duly caused this report to be  signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 12th day of May, 2004.


                                CNL INCOME FUND XI, LTD.

                                By:    CNL REALTY CORPORATION
                                       General Partner


                                       By:   /s/ James M. Seneff, Jr.
                                             ---------------------------------
                                             JAMES M. SENEFF, JR.
                                             Chief Executive Officer
                                             (Principal Executive Officer)


                                       By:   /s/ Robert A. Bourne
                                             ----------------------------------
                                             ROBERT A. BOURNE
                                             President and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)


<PAGE>


                                  EXHIBIT INDEX


Exhibit Number

             (c)   Exhibits

                   3.1  Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  XI,  Ltd.  (Included  as  Exhibit  3.2  to
                        Registration  Statement  No.  33-43278  on Form S-11 and
                        incorporated herein by reference.)

                   4.1  Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  XI,  Ltd.  (Included  as  Exhibit  3.2  to
                        Registration  Statement  No.  33-43278  on Form S-11 and
                        incorporated herein by reference.)

                   4.2  Amended and Restated Agreement of Limited Partnership of
                        CNL Income  Fund XI,  Ltd.  (Included  as Exhibit 4.2 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 15, 1993, and incorporated herein by
                        reference.)

                   10.1 Management  Agreement  between  CNL Income Fund XI, Ltd.
                        and CNL Investment Company. (Included as Exhibit 10.1 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 15, 1993, and incorporated herein by
                        reference.)

                   10.2 Assignment of Management  Agreement  from CNL Investment
                        Company to CNL Income Fund Advisors,  Inc.  (Included as
                        Exhibit 10.2 to Form 10-K filed with the  Securities and
                        Exchange  Commission on March 30, 1995, and incorporated
                        herein by reference.)

                   10.3 Assignment of Management  Agreement from CNL Income Fund
                        Advisors,  Inc. to CNL Fund Advisors,  Inc. (Included as
                        Exhibit 10.3 to Form 10-K filed with the  Securities and
                        Exchange  Commission on April 1, 1996, and  incorporated
                        herein by reference.)

                   10.4 Assignment  of  Management   Agreement   from  CNL  Fund
                        Advisors,  Inc. to CNL APF  Partners,  LP.  (Included as
                        Exhibit 10.4 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 14, 2001, and incorporated
                        herein by reference.)

                   10.5 Assignment   of  Management   Agreement   from  CNL  APF
                        Partners, LP to CNL Restaurants XVIII, Inc. (Included as
                        Exhibit 10.5 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 14, 2002, and incorporated
                        herein by reference.)

                   31.1 Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

                   31.2 Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

                   32.1 Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

                   32.2 Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)



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                                  EXHIBIT 31.1




<PAGE>







                                  EXHIBIT 31.2




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                                  EXHIBIT 32.1


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                                  EXHIBIT 32.2